SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: April 29, 1996
DEAN WITTER PRINCIPAL GUARANTEED FUND II L.P.
(Exact name of registrant as specified in its charter)
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Delaware No.: 33-25041 13-3498819
(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification number)
incorporation)
Two World Trade Center; 62nd Floor, New York, NY 10048
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-8899
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(Former name or former address, if changed since last report)
Page 1 of 6
Exhibit Index on Page 5
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Item 2. Acquisition or Disposition of Assets
The offering of limited partnership interests ("Units") in the Dean Witter
Principal Guaranteed Fund II L.P., a Delaware limited partnership (the
"Registrant"), was registered with the Securities and Exchange Commission on
December 21, 1988. The Units were offered at $1,000 per Unit, and the sale of
the Units to investors ("Limited Partners") was completed on March 1, 1989.
The Registrant was organized to engage in speculative trading of futures
and forward contracts and options on futures contracts and other commodity
options on a diversified portfolio of commodities. Pursuant to an Agreement of
Guarantee dated December 21, 1988 (the "Guarantee"), CC Guarantee Corporation
(the "Guarantee Corporation"), an affiliate of the Registrant's Trading Manager,
guaranteed that each Limited Partner would receive at least $1,000 for each Unit
redeemed on March 31, l996 (the "Guaranteed Redemption Date"). Pursuant to a
Letter of Credit and Reimbursement Agreement dated as of December 21, 1988,
Citibank, N.A. issued a letter of credit to ensure payment of the full amount of
the Guarantee.
Effective April 20, 1995, the Registrant ceased trading commodity interest
contracts and its assets were being held in an account with Dean Witter Reynolds
("DWR") until the Guaranteed Redemption Date. DWR was paying the Registrant
interest on 100% of the Registrant's assets at a prevailing rate on 13-week U.S.
Treasury Bills. Demeter Management Corporation ("Demeter"), the General Partner
of the Registrant, determined that it was in the best interest of the Registrant
to dissolve the Registrant as soon as practicable after the Guaranteed
Redemption Date. On the Guaranteed Redemption Date, the Net Asset Value of the
Registrant was $5,216,266 and the Registrant had 4,938.128 Units outstanding.
The Net Asset Value of a Unit was $1,056.55.
Pursuant to the terms of the Registrant's Prospectus, dated December 21,
l988 (the "Prospectus"), Demeter on April 15, 1996 credited the account of each
Limited Partner with $1056.55 per each Unit owned. The total amount of funds
with which the Limited Partners' accounts were credited was $4,497,341. The
Registrant thereupon ceased all operations.
Item 7. Exhibits.
(1) Form of Selling Agreement between the Registrant and Dean Witter
Reynolds Inc. (incorporated by reference to Exhibit 1.01 to the Registration
Statement on Form S-1, SEC File No. 33-25041, filed on October 25, 1988).
(4) Form of Limited Partnership Agreement of the Registrant (incorporated
by reference to Exhibit A to the Prospectus filed with the Registrant's
Registration Statement on Form S-1, SEC File No. 33-25041).
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(20) Letter dated March 15, 1996 from Demeter to each of the Limited
Partners of the Registrant regarding cessation of operations of the Registrant.
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SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEAN WITTER PRINCIPAL
GUARANTEED FUND II L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Mark J. Hawley
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Name: Mark J. Hawley
Title: President
Dated: April 29, 1996
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Exhibit Index Page
(1) Form of Selling Agreement between the Registrant and Dean
Witter Reynolds Inc. (incorporated by reference to Exhibit
1.01 to the Registration Statement on Form S-1, SEC File
No. 33-25041, filed on October 25, 1988). ---
(4) Form of Limited Partnership Agreement of the Registrant
(incorporated by reference to Exhibit A to the Dean Witter
Principal Guaranteed Fund II L.P. Prospectus dated
December 21, 1988 filed with the Registrant's
Registration Statement on Form S-1, SEC File No. 33-25041). ---
(20) Letter dated March 15, 1996 from Demeter to each of the
Limited Partners of the Registrant regarding the cessation
of the Registrant. 6
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Demeter Management Corporation
c/o DEAN WITTER REYNOLDS, INC.
#2 World Trade Center, New York, NY 10048
Telephone (212) 392-5453
March 15, 1996
RE: Principal Guaranteed Fund II's Guaranteed Redemption Date:
NO ACTION NEEDED
Dear Dean Witter Principal Guaranteed Fund II L.P. Limited Partner:
Please be advised that the Guaranteed Redemption Date for Dean Witter Principal
Guaranteed Fund II L.P. (the "Partnership") is March 31, 1996. As of this
writing on March 15, 1996, the Estimated Net Asset Value per Unit is $1,055.00.
NO ACTION NEEDS TO BE TAKEN
The General Partner has determined that it is in the best interest of the
Partnership to terminate the Partnership as of the Guaranteed Redemption Date
(March 31, 1996), and the accounts of the Limited Partners will be credited with
the then-current Net Asset Value per Unit roughly 10-15 business days into
April.
Thank you for your assistance in this matter. Should you have any questions
please call your Dean Witter Account Executive.
Sincerely,
/s/ Mark J. Hawley
President
Demeter Management Corporation
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